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  • Declaration of Conformity of
    HORNBACH Holding AG & Co. KGaA

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    Declaration of Conformity with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)

    The general partner (HORNBACH Management AG, acting via its Board of Management) and the Supervisory Board of HORNBACH Holding AG & Co. KGaA hereby declare pursuant to § 161 of the German Stock Corporation Act (AktG):

    I. Preliminary remarks

    The German Corporate Governance Code (the “Code”) is tailored to companies with the legal form of a stock corporation (“AG”) or a European Company (“SE”) and does not account for the special circumstances of partnerships limited by shares (“KGaA”). Many of the recommendations made in the Code can only be applied in modified form to HORNBACH Holding AG & Co. KGaA. The following factors in particular require consideration:

    1. Management

    Many of the Code recommendations refer to the Board of Management. Unlike an AG, however, the KGaA does not have a Board of Management. At a KGaA, the tasks incumbent on the Board of Management are performed by the general partner, in this case HORNBACH Management AG.

    2. Supervisory Board

    The Code recommendations concerning the Supervisory Board also do not account for the legal form of a KGaA, where the rights and obligations of the Supervisory Board differ from those at an AG. Specifically, the Supervisory Board of a KGaA does not have any personnel competence in respect of any Board of Management at the general partner and also cannot obligate the latter in terms of the company’s management by laying down transactions subject to approval requirements.

    3. Annual General Meeting

    The Annual General Meeting of a KGaA basically has the same rights as that at an AG; it additionally passes resolution on the adoption of the company’s annual financial statements. Unlike at an AG, some of the resolutions adopted by the Annual General Meeting require the approval of the general partner. These include the adoption of the company’s annual financial statements.

    II. Declaration

    The company basically complied with the recommendations of the Code in the version dated February 7, 2017 and published in the Federal Official Gazette on April 24, 2017 since the submission of its previous Declaration of Conformity in December 2018 and will continue to do so in future.

    No application was or will be made of the recommendations in Points 3.4 (1) Sentence 3, 3.8 (3), 4.1.3 Sentence 2, 4.1.5 Sentence 1, 4.2, 4.3, 5.1.2, and 5.2 (3).

    These deviations from the recommendations are due to the following considerations:

    a) Point 3.4 (1) Sentence 3:

    The KGaA does not have a Board of Management. By resolution dated October 9, 2015, the Supervisory Board laid down the general partner’s disclosure obligations in a Code of Procedure.

    b) Point 3.8 (3):

    In Point 3.8 (3), the Code recommends agreeing a specified deductible in any D&O insurance policy taken out for the Supervisory Board. No such deductible has been agreed at the expense of Supervisory Board members. This would reduce the attractiveness of Supervisory Board activities, and thus also the company’s chances in the competition to attract qualified candidates. The recommendation made in Point 3.8 (3) is therefore not followed.

    c) Point 4.1.3 Sentence 2:

    According to Point 4.1.3 Sentence 2, the Board of Management should institute appropriate measures reflecting the company’s risk situation (compliance management system) and disclose the main features of those measures. The KGaA does not have a Board of Management. Irrespective of this, the company has a compliance management system and discloses its main features.

    d) Point 4.1.5 Sentence 1:

    According to Point 4.1.5 Sentence 1, when appointing the company’s executives the Board of Management should consider the principle of diversity and in particular endeavor to achieve the appropriate consideration of women for such positions. The KGaA does not have a Board of Management.

    e) Point 4.2:

    In Point 4.2, the Code makes several recommendations concerning the composition and compensation of the Board of Management. The KGaA does not have a Board of Management. The Supervisory Board of HORNBACH Holding AG & Co. KGaA has no responsibility for appointing and dismissing the members of the Board of Management at HORNBACH Management AG or for specifying their contractual terms and conditions.

    f) Point 4.3:

    In Point 4.3, the Code makes several recommendations concerning the treatment of conflicts of interest on the part of members of the Board of Management. The KGaA does not have a Board of Management. Conflicts of interest on the part of members of the Board of Management of the general partner, transactions with persons and enterprises closely related to such and any sideline activities are dealt with by the general partner. Pursuant to § 8 (1) Sentence 2 of the Articles of Association, however, the Supervisory Board represents the company in its dealings with the general partner in respect of all transactions.

    g) Point 5.1.2:

    The KGaA does not have a Board of Management. The Supervisory Board of a KGaA does not have any personnel competence in respect of the Board of Management of the general partner.

    h) Point 5.2 (3):

    The KGaA does not have a Board of Management. Within the framework of the amended responsibilities of the Supervisory Board, the Supervisory Board will, as previously, maintain contact with the general partner, inform the Supervisory Board and also convene extraordinary meetings for this purpose where appropriate.

    Neustadt an der Weinstrasse, December 2019

    HORNBACH Holding AG & Co. KGaA

    The Supervisory Board of HORNBACH Holding AG & Co. KGaA

    The Board of Management of HORNBACH Management AG

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    Archive Statements of Compliance

    2018 PDF (58.96 kB)
    2017 PDF (119.18 kB)
    2016 PDF (104.53 kB)
    2015 PDF (174.02 kB)
    2014 PDF (33.02 kB)
    2013 PDF (26.26 kB)
    2012 (2) PDF (24.31 kB)
    2012 (1) PDF (101.17 kB)
    2011 PDF (24.63 kB)
    2010 PDF (25.60 kB)
    2009 (2) PDF (23.78 kB)
    2009 (1) PDF (21.92 kB)
    2008 PDF (107.50 kB)
    2007 PDF (25.56 kB)
    2006 PDF (22.90 kB)
    2005 PDF (46.27 kB)
    2004 PDF (22.52 kB)
    2003 PDF (23.67 kB)
    2002 PDF (11.38 kB)
  • Declaration of Conformity of
    HORNBACH Baumarkt AG

    PDF-Download PDF (81.65 kB)
      

    Declaration of Conformity with the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG)

    The Board of Management and Supervisory Board of HORNBACH Baumarkt AG hereby declare pursuant to § 161 of the German Stock Corporation Act (AktG):

    The recommendations of the “German Corporate Governance Code” in the version dated February 7, 2017 and published in the Federal Official Gazette on April 24, 2017 have basically been complied with since submission of the previous Declaration of Conformity in December 2018 and will continue to be complied with in future. No application was or will be made of the recommendations in Points 3.8 (3), 4.2.3 (2) Sentence 3, 4.2.5 (3) and 5.4.6 (3) Sentence 1.

    These deviations from the recommendations are due to the following considerations:

    a) Point 3.8 (3):

    In Point 3.8 (3), the Code recommends agreeing a specified deductible in any D&O insurance policy taken out for supervisory board members. No such deductible has been agreed at the expense of Supervisory Board members. This would reduce the attractiveness of Supervisory Board activities, and thus also the company’s chances in the competition to attract qualified candidates. The recommendation made in Point 3.8 (3) was and is therefore not followed.

    b) Point 4.2.3 (2) Sentence 3:

    According to Point 4.2.3 (2) Sentence 3, variable components of management board compensation should generally have a multiple-year assessment basis that essentially has forward-looking characteristics. Based on the employment contracts currently in place, the company has deviated and continues to deviate from this recommendation. The adjustments to employment contracts with members of the Board of Management required to comply with this recommendation at a later point in time have nevertheless been prepared. It is also intended to present the new compensation system to the next Annual General Meeting. In considering the structure of the new compensation system, the Supervisory Board accounted for the recommendations made by the German Corporate Governance Code in the version expected to be valid in the near future.

    c) Point 4.2.5 (3):

    The compensation paid to the Board of Management was and is not presented separately for each member. The Annual General Meeting held on July 7, 2016 resolved to uphold the more guarded approach towards reporting management board compensation. For this reason, no use was or is made of the “model tables” included in the “German Corporate Governance Code”.

    d) Point 5.4.6 (3) Sentence 1:

    In Point 5.4.6 (3) Sentence 1, the Code recommends that the compensation of supervisory board members be reported in the notes to the financial statements or the management report on an individual basis and broken down into its constituent components. Given that the amount of compensation paid to the Supervisory Board is governed by the Articles of Association, we did not and do not see any need to disclose individual compensation packages.

    Bornheim bei Landau, December 2019

    HORNBACH Baumarkt AG

    Supervisory Board

    Board of Management

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    Archive Statements of Compliance

    2018 PDF (26.81 kB)
    2017 PDF (116.66 kB)
    2016 PDF (103.55 kB)
    2015 PDF (107.19 kB)
    2014 PDF (42.78 kB)
    2013 PDF (33.06 kB)
    2012 (2) PDF (30.44 kB)
    2012 (1) PDF (112.83 kB)
    2011 PDF (32.25 kB)
    2010 PDF (33.79 kB)
    2009 (2) PDF (31.24 kB)
    2009 (1) PDF (28.38 kB)
    2008 PDF (187.04 kB)
    2007 PDF (31.73 kB)
    2006 PDF (95.41 kB)
    2005 PDF (97.32 kB)
    2004 PDF (26.02 kB)
    2003 PDF (31.28 kB)
    2002 PDF (12.55 kB)

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